NEOEN : Internal regulations of the Board of directors

NEOEN

1. limited company (société anonyme) with share capital of €170,981,424

Registered office: 6 Rue Ménars, 75002 Paris.

508 320 017 R.C.S. Paris

(the "Company")

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INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS

The members of the Company's Board of Directors have decided to follow the operational rules set forth below, which shall constitute the internal regulations of the Board of Directors.

These internal regulations are intended to detail the rules of operation of the Company's Board of Directors, supplementing applicable laws and regulations as well as the Company's by-laws.

The internal regulations form part of the stock exchange recommendations intended to ensure compliance with fundamental principles of corporate governance, and in particular those set forth in the AFEP/MEDEF Corporate Governance Code for listed companies (the "AFEP-MEDEFCode").

These internal regulations were approved by the Company's Board of Directors at its meeting on December 18, 2020.

They may be amended at any time by decision of the Board of Directors.

ARTICLE 1 - COMPOSITION OF THE BOARD OF DIRECTORS

1.1 General Provisions

The Company shall be governed by a Board of Directors composed of at least three (3) and at most eighteen (18) members, appointed by the ordinary general shareholders' meeting.

The proportion of directors of each sex shall not be lower than 40% when the Board of Directors has more than eight members. When the Board of Directors is composed of a maximum of eight members, the difference between the numbers of directors of each sex may not be greater than two.

The Board of Directors shall be renewed each year on a rolling basis, such that a portion of the Board of Directors is renewed each year, in accordance with the Company's by-laws.

1.2 Independence of Board Members

The Board of Directors shall work to ensure balance in its composition and that of the board committees that it shall form, taking measures to ensure that its responsibilities and those of its committees are carried out with the necessary independence and objectivity.

In accordance with the AFEP-MEDEF Code, an independent member of the Board of Directors is one who has no relationship of any kind whatsoever with the Company, its subsidiaries (together with the Company, the "Group"), or its management that could compromise the exercise of such member's freedom of judgment.

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The Board of Directors shall ensure that independent directors make up at least one-third of the Board's members, it being noted that the characterization of a member as independent carries no value judgment regarding the attributes and skills of the Board members.

Upon each renewal or appointment of a member of the Board of Directors, and at least once a year prior to publication of the Company's corporate governance report, the Board of Directors shall assess the independence of each of its members (or candidates). During the assessment, the Board, after receiving the opinion of the Nomination and Compensation Committee, shall examine the qualification of each of its members (or candidates) on a case-by-case basis in light of the criteria in the AFEP-MEDEF Code (as set forth below), the specific circumstances, and the person's position with respect to the Company. The conclusions reached shall be provided to the shareholders in the corporate governance report, and, where applicable, to the general shareholders' meeting, when members of the Board are to be elected.

Set forth below are the criteria that the Nomination and Compensation Committee and the Board of Directors must examine in order to determine that a director is independent and to prevent the risk of conflicts of interest between the director and management, the Company, the Company's parent company, or the Group. An independent director:

1. may not be an employee or executive officer of the Company, may not be an employee, executive officer or director of the parent company or of a company or entity in the Group or of a company within the scope of the parent company's consolidation, and may not have been so during the previous five years;
2. may not be an executive officer of a company in which the Company directly or indirectly serves as a director or in which an employee appointed as such or an executive officer of the Company (currently or in the last five years) serves or has served as a director;
3. may not be a significant customer, supplier, investment banker, corporate finance banker, or adviser of the Company or of the Group, or for which the Company or the Group represents a significant share of its business. It is specified that the characterization of the director or candidate's relationship with the Company or the Group as significant or not shall be debated by the Board of Directors, and that the criteria leading to the characterization shall be explicitly stated in the corporate governance report;
4. may not have any close family relationship with an officer of the Company;
5. may not have been, during the previous five years, the statutory auditor of the Company;
6. may not have been a director of the Company for longer than twelve (12) years, it being noted that the loss of the status of independent director shall occur on the date on which the director exceeds the twelve (12) year limit.

For those members of the Board of Directors holding ten per cent (10%) or more of the Company's share capital or voting rights, or representing a legal entity holding such an equity investment, the Board of Directors, upon the report of the Nomination and Compensation Committee, shall decide whether to deem the director to be independent, specifically taking into account the composition of the Company's share capital and the existence of a potential conflict of interest.

The Board of Directors may decide that one of its members, while satisfying the criteria referred to above, should not be deemed independent in light of that person's specific situation or that of the Company, given its shareholders or for any other reason. Conversely, the Board of Directors may decide that a member who does not satisfy the above criteria is nevertheless independent, giving the reasons for that decision.

Members deemed to be independent shall inform the Chairman, as soon as they become aware of it, of any change in their personal situation with regard to the same criteria.

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1.3 Senior Director

If it deems it useful or necessary, the Board of Directors may decide to appoint a senior director in accordance with the terms of this Article.

1.3.1 Appointment of the Senior Director

If the Chairman of the Board of Directors also heads the Company's senior management, the Board of Directors may appoint a senior director (the "Senior Director") from among the independent directors, upon the recommendation of the Nomination and Compensation Committee.

The Senior Director shall be appointed for a term that may not exceed his term as a director. The Board of Directors may re-elect him or remove him from his position as Senior Director at any time, provided, that his term shall end early in the event that the positions of Chairman of the Board of Directors and CEO are separated before the end of his term.

1.3.2 Responsibilities and Powers of the Senior DirectorThe Senior Director's responsibilities shall be as follows:

Organization of the Board's work

The Senior Director:

• May be consulted by the Chairman of the Board of Directors with respect to the planned schedule of meetings to be submitted for the Board's approval and the planned agenda for each meeting of the Board of Directors. He may make suggestions to the Chairman for items to be included on the agenda for Board meetings, either on his own initiative or at the request of one or more members of the Board of Directors;
• May ask the Chairman to call a meeting of the Board to discuss a particular agenda;
• May convene the members of the Board of Directors in executive sessions outside the presence of the company officers, either on his own initiative or at the request of one or more members of the Board of Directors, to discuss a particular agenda;
• Shall chair meetings of the Board in the absence of the Chairman;
• Shall ensure compliance with the internal regulations; and
• Shall assist the Nomination and Compensation Committee with its work in evaluating the Board's functioning and report on that evaluation to the Board of Directors.

Relations with directors

The Senior Director shall maintain an on-going and open dialogue with each of the members of the Board of Directors, and in particular with the independent directors and may, if necessary, serve as their spokesman to the Chairman. The Senior Director shall ensure that the members of the Board of Directors are able to perform their responsibilities under the best possible conditions and in particular that they receive a high level of information prior to meetings of the Board of Directors.

Functioning of the governing bodies

The Senior Director:

• May attend and participate in any meeting of the Committees, including those of which he is not a member. If he is not a member of the Nomination and Compensation Committee, he shall be included as of right in the work of that Committee; and
• May be appointed chairman of one or more committees of the Board.

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Management of conflicts of interest

Notwithstanding the obligation of each member of the Board of Directors to report conflicts of interest as provided for in Article 3.3 of these Internal Regulations, the Senior Director shall bring any actual or potential conflict of interest of which he becomes aware to the attention of the Board of Directors.

Relations with shareholders

The Senior Director shall remain informed of all shareholder requests with respect to governance and ensure that they are answered.

He shall assist the Chairman and CEO in responding to shareholder requests, make himself available to meet with certain of them, and report the shareholders' governance concerns, if any, to the Board.

Resources available to the Senior Director and report on his activity

In order to perform the responsibilities referred to above, the Senior Director shall have access to all documents and information that he deems necessary in order to carry out his responsibilities.

The Senior Director shall report on his work annually to the Board of Directors at the time of the annual evaluation of the Board's functioning provided for in Article 7 of these Internal Regulations. He shall be present at general shareholders' meetings, and the Chairman may ask him to present a report on his activities at such meetings.

ARTICLE 2 - FUNCTIONING OF THE BOARD OF DIRECTORS

2.1 Participation in Board Meetings

2.1.1 Calling Board meetings

The Board of Directors shall meet as often as the Company's interest requires, and at least four times per year, on notice given by its Chairman and as frequently as the Chairman deems advisable.

The CEO may also ask the Chairman to call a meeting of the Board of Directors to discuss a particular agenda.

The Chairman is bound by such requests and must call a meeting of the Board of Directors as quickly as possible, and in any event within 10 calendar days following receipt of the requests.

The number of meetings of the Board of Directors and of the Board's committees held during the previous fiscal year must be indicated in the corporate governance report, which must also give the shareholders all useful information with respect to the directors' participation in such sessions and meetings.

Directors may participate in Board meetings by videoconference or other means of telecommunication as provided for in Article 2.4.2 below.

2.1.2 Other participants

Depending on the items on the agenda, the Chairman may decide to invite any person deemed useful, whether or not an employee of the Company, and, in the event of a separation of the roles of Chairman and CEO, the CEO (if the CEO is not a director) to make a presentation or to participate in a discussion in preparation for a vote.

Members of management may also attend Board meetings at the request of the Chairman or of the CEO with the Chairman's approval.

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